Coming Soon: Section 16 Reporting Obligations for Directors and Officers of Foreign Private Issuers (FPIs)

On December 18, 2025, President Trump signed the National Defense Authorization Act for Fiscal Year 2026 (the NDAA). As a result, Section 16 of the U.S. Securities Exchange Act of 1934 (the Exchange Act) will extend insider reporting obligations to directors and officers of foreign private issuers effective March 18, 2026. FPIs and their officers will be required to meet the same time‑sensitive Section 16 reporting standards as U.S. domestic issuers. 

This article outlines what FPIs should do now to prepare internal workflows and controls ahead of the new reporting obligations in 2026 and beyond. 

Overview of Section 16 Reporting Obligations for FPIs in 2026 

Section 16(a) of the Exchange Act has historically required directors, officers, and any person who beneficially owns more than 10% of any registered class of a domestic company’s equity securities (commonly referred to as “insiders”) to immediately report to the SEC transactions in company equity securities. Previously, these rules have only applied to insiders of domestic public companies and have not applied to insiders of foreign private issuers, or FPIs. 

The amendments introduced by the NDAA extend the requirements of Section 16(a) to directors and officers of FPIs (but not to more than 10% stockholders of FPIs). Notably, FPIs remain exempt from Section 16(b) short‑swing profit liability, which requires insiders to disgorge profits earned from short‑term trading. 

The new Section 16 obligations take effect on March 18, 2026. Below is an overview of the relevant filing requirements, followed by key considerations for FPIs. 

The Filing Requirements: Form 3, Form 4, and Form 5 

Section 16 requires Reporting Persons to disclose their beneficial ownership of a company’s securities and make prompt disclosure of transactions in those securities. These disclosures are made through three forms: 

Form 3 – Initial Statement of Beneficial Ownership of Securities 

Form 3 is the initial filing required under Section 16 and serves as the baseline disclosure of an insider’s beneficial ownership of the company’s securities. In accordance with the new requirements, directors and officers of an existing FPI will be required to report their equity holdings (even without a share purchase or sale) on a Form 3 for the first time on March 18, 2026, and a new director or officer of that FPI taking up their role after that date will be required to file the Form 3 within 10 calendar days after assuming their role. 

For an IPO, similar to domestic companies, directors and officers of a foreign company listing after March 18, 2026 must report their initial equity holdings on a Form 3 on the same day that the company goes public.  

Download the SEC official PDF template for Form 3: https://www.sec.gov/files/form3.pdf 

Form 4 – Statement of Changes in Beneficial Ownership 

A Form 4 is a statement of changes to an insider’s ownership of a company's securities and must be filed by the end of the second business day following a transaction by or involving the insider that changes the insider’s beneficial ownership of company securities. These include, for example, open‑market purchases or sales of securities, receiving stock options, exercising options or vesting of RSUs, and making gifts of securities. 

Exceptions: Certain transactions (such as specific gifts) may be eligible for deferred reporting on Form 5. Filers are advised to consult with their Legal counsels on this matter. 

Download the SEC official PDF template for Form 4: https://www.sec.gov/files/form4.pdf 

Form 5 – Annual Statement of Changes in Beneficial Ownership 

Form 5 is used to report certain transactions that are eligible for deferred reporting and transactions that should have been reported on Form 4 during the prior fiscal year. If any transaction is required to be reported on Form 5, the Form 5 is due 45 calendar days after the issuer’s fiscal year end. 

Download the SEC official PDF template for Form 5: https://www.sec.gov/files/form5.pdf  

Considerations and Reminders for FPIs 

Audit and evaluate your Insider List 

FPIs should reassess who qualifies as an “Insider” under the expanded rules and ensure their designations are consistent across SEC disclosures and clawback policies. Under Section 16, "Insiders" are categorized as: 

• Directors: Includes all executive and non-executive (including independent) directors. 

• Officers: Defined under Rule 16a-1(f), this typically encompasses: 

• President 

• Principal Financial Officer (CFO) 

• Principal Accounting Officer (CAO) or Controller 

• Vice Presidents in charge of a principal business unit, division, or function (e.g., Sales, R&D) 

• Any other person who performs a policy-making function. 

Note: Unlike domestic U.S. issuers, current regulations indicate that beneficial owners of more than 10% of a class of equity securities (who do not also serve as directors or officers) are not currently subject to the new FPI reporting mandate.  

EDGAR Next Enrollment  

To the extent that any directors and officers who are not already enrolled in EDGAR Next, FPIs should ensure each director and officer is appropriately set up to make filings with the SEC.  

• Individual CIKs: Every director and officer needs their own CIK (Central Index Key). 

• Power of Attorney (POA): If necessary, executives can arrange a notarized POA authorizing their finance/compliance team or vendor to file on their behalf. 

DFIN Solutions for Section 16 Filing for FPIs  

At DFIN, we provide the tools and expertise to help FPIs comply with the new Section 16 reporting requirements. Our SEC reporting platform, ActiveDisclosure^℠, streamlines the preparation of Forms 3, 4, and 5 through guided workflows that integrate existing data and simplify EDGAR submissions. 

We also offer 24/7 support across APAC, EMEA and the Americas, including assistance with EDGAR Next CIK applications and XML troubleshooting, to ensure filings are submitted accurately and on time. 

Conclusion 

The elimination of the long-standing Section 16 exemption marks a new era of compliance for Foreign Private Issuers (FPIs).  

With less than 3 months until the March 18, 2026 deadline, FPIs should begin establishing a future‑ready reporting framework and coordinating all internal stakeholders to ensure timely compliance with the new requirements. 

For more information on Section 16 filings—Forms 3, 4, 5, Form 144, Schedule 13D/G—please visit our Beneficial Ownership Solutions page or contact the DFIN SEC Compliance team to discuss further.